Not Another Pyrrhic Victory
by BonesxBreak
Summary: What happens when Homura finally gets everything right and Madoka doesn't even high-five her? Surviving Walpurgisnacht is only the beginning. Rated T for Tragedy. Revised version. Updates on Fridays.
1. Prelude

***Picking up this story after two and a half years. Major changes have been made.* **

Somewhere along the line, Mami said "Guys, don't you think we should bring a few grief seeds along with us so we don't turn into witches after the battle?" and everyone agreed.

But that was a non-issue, because they all died anyway.

Madoka and Homura happen to make it out of Walpurgisnacht alive, but shit hits the fan for everyone else.

I'd planned to use this theme to make a bona-fide happy ending for a certain pairing... but that isn't really working out anymore.

All of this is set in a different timeline from the one we're experiencing in the show at the moment.

* * *

**Prelude**

* * *

Attempt five had been a wake-up call of sorts; she had come so impossibly close to succeeding.

It hardly mattered that their immutable fates only worsened with her interference; anyone but Homura could have seen that the first timeline was actually the most merciful to all of them.

This time, Homura accounted for absolutely everything.

Almost.

Madoka made her contract with Kyubey and joined forces with Mami as scheduled in the original history. It was so like her, so _Madoka_, to trade her soul for the life of a stray cat. For once, Homura had been too occupied with preparing for the battle with Walpurgisnacht to attempt to stop her. Or perhaps she'd finally seen through the futility of successfully keeping her human for the entire month, only to watch her contract at the last moment.

Homura's presence in Mitakihara concerned Kyubey enough for him to charge Kyouko with keeping an eye on her.

Sayaka Miki made the same wish she always had, and shortly afterwards, Homura called the Incubator out on his deceptive tactics in front of all of them. His explanations, and "justifications" weren't happily received. They began hunting it in their spare time, collecting its mutilated bodies for Homura to study and working together to triangulate the location of the master copy.

Unfortunately, the object of her wish, Kyosuke Kamijo committed suicide after Sayaka confessed that she'd given up her soul so that his hands could be healed. Sayaka's despair overwhelmed her, as it always did; Madoka kept her grief seed to remember her.

Kyouko was quietly distraught. She knew that nothing could be done and no one could rightfully be blamed, so she ate her pain and vented on witches.

The four remaining girls formed an informal alliance, with Homura Akemi serving as their unofficial, but unchallenged head. She felt a bit awkward about this... telling the others what they should do, and having them actually_ listen_ to her seemed so strange after all the times she'd been doubted and rejected.

Even so, her extensive knowledge coupled with her confidence and authoritative presence made her a natural leader; at the very least, she successfully kept the others alive until the arrival of Walpurgis Night.

* * *

Every little bit of their strength helped.

Walpurgis Night had given me its undivided attention for most of the battle. As the one who was launching heavy artillery from every direction and darting just out of reach, she pegged me as the most dangerous of our group and focused on killing me first.

Consequently, every moment I spent in real time was a moment I spent struggling to stay alive. I was shoving another magazine into a light machine gun and preparing to take aim when two of her familiars, the dark silhouettes of former Puella Magi, came hurtling at me from behind.

Madoka rushed to catch me as I fell through the sky, shot in the back by a beam I hadn't sensed in time. We were both nearly obliterated by another blast as the witch took advantage of her distraction.

Mami deflected the attack with one of her own, and was partially crushed shortly after scolding Madoka for not paying attention.

Still carrying me, she fell back to take cover. She was looking back behind us, carefully watching the witch, but I knew she was far from unaffected by what seemed to have been the death of her friend and mentor. Although trembling herself, she gave my arm a reassuring squeeze. Seconds later, Kyouko was flung face first through the fallen building we were crouched behind, and skidded - face first - to a halt a few yards away.

Shaking violently, the red-head staggered to her feet, turning to face us with a determined, bloody smile - more of a grimace, really. There wasn't time for words, but it was easy enough to guess what she had in mind. Her finishing move was strong, but it was far too direct. Much too flashy to be very effective against Walpurgis... Fortunately, those very flaws would make it an excellent diversion.

The split second she bought us was more than enough time for me to work my magic. Still grinning, Kyouko clapped her hands together, and I stopped time.

"Madoka..."

"I can do this. Just show me where." I nodded, and pulled her into the air with me; I already knew she'd have a better angle on the witch's only weak point if we attacked it from a diagonal, behind and above it.

"You have to be very precise. We won't get a second chance like this."

"I know."

Moments later, Kyouko was thrown backwards in a violent explosion, and Walpurgis died in exactly the same instant. She would be heavily scarred, but at least she survived.

We were blown away as her familiars fled and her labyrinth dissolved, but held onto each other as tightly as possible.

Luckily, we landed in a shallower area of the flooded, ruined city. Exhausted, we lay side by side, motionless in the street for what seemed like hours, the only sounds that of our shallow, labored breathing. The effort it took for us to simply_ take out_ our soul gems was tremendous; cleansing them before it was too late was nearly impossible, but we helped each other, and managed somehow.

Somewhere in the distance, a heavily wounded Kyouko was doing her best to dig Mami's body out of the rubble. Perhaps she would pull through as well.

"What... What happens next?" Painful though it was, Madoka strained her neck to look at me. I closed my eyes, trying to stop the tears before they started with sheer force of will.

"I don't really know. I never... _We_ never get this far." I choked on my words, overwhelmed. The pain from my past failures was eclipsed by the joy of knowing that finally... _finally_... everything would be okay.

Silently, I thanked everyone for their sacrifices, past and present. For helping us, protecting us... For giving us a chance at a life fate forbade us from.

"Ah. I see."

_Wait. What? Is that really all she has to say?_

My heart sank into the concrete, and my throat tightened until I thought my neck might snap.

* * *

"Is this really okay?"

Madoka turned an oddly-shaped item over in her palm, checking it for any notable changes with a disinterested eye. Its unique resemblance to a tiny, spherical cage was uncanny and unsettling, but it was the same as ever; they always were afterwards.

On the outside, at least.

Homura knelt a little ways away from her, expression colder than ever; intense indigo stared blankly at the setting sun, completely unmoved by the scene.

She didn't turn as she responded to the other girl, her eyes focusing on the grief seed in her own hand instead. She never looked at this Madoka anymore unless she absolutely had to.

Why should she?

"Of course."

"I dunno. It just seems a bit... unkind."

"How so? If a witch had the power to kill you again and again at its leisure, do you honestly believe that one would hesitate to do exactly that?"

"Yeah, but that's exactly my point." This Madoka narrowed her eyes and frowned. Homura didn't notice, or didn't care. "We aren't supposed to be anything like them, we're supposed to be the opposite. We aren't evil. I don't think we should act so... heartlessly."

"It can't be helped." Homura stood, her fist closing tightly around the dark object. Time was a luxury. They couldn't afford to waste any more of it maintaining regrets.

In a way, they had become the first and only ones to reach the next evolutionary stage of Puella Magi. They were a half step up on the food chain, now. The Incubator might have congratulated the girls, had he still been around.

"It just seems unnecessarily cruel. If they can still feel pain they must still be suffering. Doesn't it feel wrong to you at all?"

It was only the natural progression of things. Hardly praiseworthy. They'd simply graduated from hunting down witches and gathering their grief seeds, to raising and slaughtering them like livestock, harvesting them on a weekly basis.

They were witch farmers now, in essence. Homura didn't mind. In the end it was the only way to make a living in a system meant to destroy them all, and if she hadn't thought of it first someone else would have, sooner or later. The few who had tried before her couldn't survive the lifestyle.

"Just do it," she snapped. Homura brought the grief seed closer to her soul gem, though it already burned a vibrant violet. She ignored how it was becoming transparent, too bright to look at directly, and kept the ever-darkening manifestation of despair near, until it throbbed between her fingers. Homura pressed it against her soul, closed her eyes, and poured all of her frustration, bitterness, and agony into the thing. For a moment, Madoka had to shield her face against a powerful gust of wind. Just as she was bringing down her arm a second explosion rocked the ground she stood on, sending her to the floor as shrapnel and flaming debris tore through the air around her.

"Homura-chan!" Madoka squinted to see through the dust cloud, desperately afraid that something unexpected had happened to her partner.

The air cleared and Homura stepped forward, completely unharmed. She casually pulled her soul gem back into its ring form, the beautiful crystal now a painful white-purple, and carefully returned the fresh grief seed to her shield.

There were built-in drawbacks to this arrangement, of course. The dark-haired girl had already calculated the time it would take for the strength they gained from the grief seeds to be overshadowed by the strength the awakened witches gained from being revived. After being roused 199 times, a witch would be too powerful for most to defeat without assistance. The soul gems of Puella Magi began to naturally dim three days after being cleansed, meaning that a single grief seed could support a single girl for a year and six months, at the most.

Complicating this, however, was the amount of instability brought to the mind of a witch farmer with each use of a revived seed. Homura caught on in the previous timeline, after her tenth revival of Izabel... That was when she still cared about the possibility of consequences to her actions.

It was pure genius. A minuscule amount of psychosis was programmed to sneak into an unsuspecting mind from the witch's soul, that amount doubling with each use, and tripling with each revival. This ensured that, by her 50th revival, the witch farmer would have long since acquired a taste for the recycled grief seeds and a disdain for the 'normal' type, making her all the more susceptible to psychopathy. The addiction would later become dependence, and the standard downward spiral of a magical girl into despair would be replaced by a nosedive into madness.

Homura was anxious to discover if a Puella Magi could actually become a witch this way, even if her soul gem was completely pure.

That was still a long way off, though.

Probably.

"Hurry up." She called, turning her back to the worried girl lying in the street. Madoka looked back down, opening her palm to make sure her own grief seed was still safe, and shrugged.

* * *

The last Walpurgisnacht had failed to bring about the transformation of Madoka Kaname as planned. As a result, Kyubey was forced to maximize his efforts to meet his energy quota. Immediately following the battle was an overwhelming surge in the population of Puella Magi recruits on Earth. The Incubators made contracts with one of every one thousand human girls, indiscriminately. The majority of those girls were killed or worse within days of meeting him, but that was irrelevant.

It wasn't as if _he_ designed the Universe to run on the tears of little children.

Such a shame. A being like Madoka was supposed to be the culmination of all of their work throughout human history. And indeed, she was easily the most powerful Puella Magi. Upon realizing that Homura would kill Madoka if she was ever in danger of transforming, he and the others abandoned Earth, deeming their experiment a complete failure. It was readily apparent that not a single human had potential comparable to Madoka's, and even girls with potential comparable to those like Kyouko were few and far between. He was sure to leave plenty of copies behind to make more contracts in the absence of the primary force, thus dooming the human race to an eventual witch-induced extinction.

Spite.

He'd picked up that particular emotion from his time spent with what the girl they had come to refer to as "The Irregularity," but still saw his actions as more of a parting gift than a punishment.

In the years that followed, Madoka had prevented as many girls from being contracted as she could. Unfortunately, it hadn't been very many, and she could only do so much alone.

She was a single girl, limited to being in only one place at any given moment. Meanwhile, Kyubey was hundreds of thousands of harmless looking cat-rabbits, all around the world, simultaneously deceiving countless girls that Madoka might never reach in time. No one else was trying to reach them. She traveled far and wide, telling any new magical girls she met along the way as much as they'd let her. Most attacked without hearing her out, assuming that she was just another competitor who wanted to kill them and take away their hard-earned, blood-bought territory.

With the sudden increase in magical girls should have come a substantial increase in witches. But it soon became clear that for some odd reason, the opposite was true; witches were becoming increasingly harder to find, and competition between magical girls became bloodier than ever before.

The Veterans that didn't know the truth had taken to killing all other Puella Magi on sight, no questions asked. Those that knew the truth had found more sinister ways to collect grief seeds. Battles fought for the rights to a witch were often more dangerous than those fought with the actual witches.

What was once a generally respected system, featuring strictly demarcated borders between one magical girl's territory and another, had deteriorated into an unending turf war. A civil war among thousands of thousands of pubescent girls; life for them was a no-holds-barred Battle Royal. The smart ones looked out only for themselves - the Sayaka-types were usually killed well before they could become Witches.

Perpetuating the universal cage-match mentality was the ruthlessness of the Veterans. Most of the alliances formed by them were short lived, and with betrayal the word of the day, newbie Puella Magi naive enough to join rarely made it out alive.

The most important facts were little known to the "Cannon Fodder Girls." The true significance of soul gems was rarely if ever, discovered by newbies; the Veterans kept that information to themselves, and automatically held an insurmountable advantage over the ignorant Puella Magi they ambushed. Since they were usually loners, by choice or by circumstance, the metamorphosis of magical girls into witches was only witnessed by those who became them.

Madoka didn't know why, but Homura refused to join in her quest to salvage something of Earth and humanity. She was by her side, almost every moment of every day, but wordlessly looked on as her pleas fell on deaf ears. She never stepped in when sword or spear or mace or mallet was thrown in the face of the world's only heroine. Her blood didn't boil at the audacity of those who, already defeated by their would-be savior, spat insults and curses at them as they walked away. She didn't comfort the pinkette when the whites of her eyes were the same red as her irises.

Her excuse? This wasn't really her Madoka. This one was mostly a construct of Homura's careful manipulation. She knew, all too well, that the real Madoka would have been dead by then, and refused to let herself pretend otherwise.

Unless of course, she absolutely had to. As it turned out, she 'had to' quite often. When it became necessary for the preservation of her sanity, when Madoka shot her a wayward glance, or touched her accidentally, Homura treated her exactly as she'd treated the last few.

A basic kiss, usually chaste at first, blossomed into a fierce but delicate intimacy, shared equally between them.

Madoka believed she came to understand the older girl, even if it only lasted in those moments.

Homura came to believe that this was a decent life for them, even if that was just the crazy talking.

* * *

Unbeknownst to the other girl, Homura had butchered all of the Puella Magi in every town they'd visited, and _more_, single-handedly causing the dramatic decrease in witch populations around the planet.

It was easy enough for this to go unnoticed by Madoka, considering that the massacres occurred outside of time, and the evidence existed in a portable dimension.

There were rumors underground, of course. Tales of how "those two" had been a legitimate working team for longer than any of them had been Puella Magi. How they would come to a town, and few, if any, native magical girls were still there when they left it.

Some of the Veterans said there had been others, long-dead Puella Magi, who'd insisted that those two had taken down the last Walpurgisnacht with no outside help.

No one really believed that, though.

Eventually, Homura grew too lazy to continue stopping time to kill them. It took more mental effort to do it quickly and quietly, but conserved more of her magical energy.

She had also killed off most of the Incubators; they were conveniently unable to create more copies of themselves without the head present, but the stragglers were hard to track down. In the meantime, she focused on "reducing the number of 'Potential Witches' in the world, as is absolutely necessary to prevent the Human race from dying out."

That was what she told Madoka, when she finally caught a glimpse of the interior of Homura's shield. From what she could make out, in a compartment separated from her weapons were thousands of grief seeds, each individual resting on its own labeled shelf.

Infinitely more interesting, however, were the mountains of bodies nearby. The corpses of Incubators and Puella Magi were piled high, as far as the eye could see.

Madoka had been wound tighter and tighter by their situation, by the other Girls' utter rejection of her help, by Homura's express refusal to help her.

She snapped.

Homura didn't really mind.

* * *

**A/N**

This was just a deconstruction of what was going to be a possible happy-ending... because once I realized that their HAS to be some kind of fine print to the whole "Oh and, by the way, witches **revive **if you overuse their Grief Seeds" thing, I couldn't keep writing under the premise that there wasn't.

There's **no way** it was specifically mentioned in the anime, without there being implications, regardless of whether or not they actually resemble what I mentioned, so there's no way there isn't some sort of horrible consequence to recycling Grief Seeds... I think.

To be fair, if it turns out that there aren't any, or if no one mentions this in the show, I'm taking this and changing it back to how it was before Saturday night... happy-ish and fluffy.

I must have listened to the wrong music or something, to have twisted it so much. =|


	2. Chapter 1

**Chapter 1**

* * *

Madoka was under my careful scrutiny.

I examined everything about her behavior, from slight changes in her mood to her general speech patterns. I patiently waited for any indication that she was tumbling headlong into madness with me.

To my dismay, she wasn't.

Instead, she was growing more heartbroken and demoralized every day as she was reminded how hopeless her mission was, and e rarely, if ever criticized me.

That wasn't good at all. That was_ natural_.

It was incredibly frustrating to see her suffering like that; if she was still determined to 'help' the Potential Witches in spite of everything, then she hadn't changed at all.

She should have given up by now.

I'd been monitoring myself as well; I logged the time, date, and details of every deranged thought process I encountered, as well as how often I contemplated suicide and planned mass-murders per day.

It didn't make sense.

I'd noticed that the recycled grief seeds had been altering my mental state very soon after I first tried using them.

It'd been years since Madoka started using them, but somehow she wasn't anything like me. At least, not yet.

My mind continued to deteriorate over time, and the frequency of my psychotic episodes and black-outs increased.

It was extremely irritating.

She used them too, so shouldn't she have been experiencing similar symptoms?

Perhaps I miscalculated something.

Maybe it would just take longer for psychosis to set in for her.

One day, a frightening possibility struck me: What if the Puella Magi incubation system wasn't really infallible, as I assumed it must be?

If they hadn't thought of everything, hadn't planned for this, and hadn't programmed any safeguard into the grief seeds...

Perhaps I was going insane all on my own.

* * *

Homura and I were heading for the former first world countries in the Western Hemisphere.

After a series of massive world wars left much of North America and Western Europe in ruins, the Incubators that remained on Earth began concentrating their efforts on recruiting girls from the broken nations.

The US was under martial law. Most of its military had been decimated overseas, and as a result there was no longer any legitimate form of law enforcement.

Without proper protection for the general population against crime, despair and grief increased exponentially, making the young girls living in defeated countries very attractive targets for the Incubators.

According to Homura, most girls contracted these days had very limited potential. The less potential a girl had, the less impact her wish made on reality; the energy generated from that wish was only proportional to her potential, and would therefore be the same no matter what its effect on reality was.

I'm not sure when it happened, but before long I stopped questioning how she knew these things for certain and started treating everything that she said as matters of fact. Homura had been wrong when it counted before, but even so I didn't hold it against her.

_"We can beat Walpurgisnacht. If we work together, we can all survive."_

Perhaps I could stand to be a bit more skeptical when it comes to her and her intentions.

She also explained that girls who wished their "loved ones were still alive" essentially ended up with a brain-dead person suffocating to death again in a coffin somewhere, just as those who wished that someone was "still here" ended up with a lifeless corpse in their bedroom.

Since none of these girls had any potential, it didn't matter if they wished for the best cake ever, or money to help their family survive, or dashing good looks... These days, Incubators simply granted wishes as stated and moved on to the next unsuspecting victim. Once a contract was made, they only told the girls that they expected to keep their identity secret and collect grief seeds, and then they were on their own.

That's why we had to track down the Incubators. To try our best to provide the new generation of magical girls with the knowledge and guidance they desperately needed. As things were, the vast majority of Puella Magi would simply become witches within a very short span of time, and before long they would plunge the world even further into chaos.

Although Homura made her feelings about my mission abundantly clear, I appreciated her presence at my side more than she could ever know.

Admittedly, I still had doubts about our relationship. She never looked me in the eyes. Never smiled. Never kissed me back, or held me.

What hurt the most was that she never helped when I tried to help the magical girls we found. She also never backed me up when they lashed out at me, which happened more often than not, and usually left me with various defensive injuries. Fighting back would defeat the purpose of trying to deal with them peacefully, so all I could do was try not to get injured too badly and hoped someone took my words to heart for a change.

Even so, I couldn't complain. At the very least, she was always by my side.

And she'd been with me this long; I knew she'd never leave.

We had just left Venezuela after spending over half of that year in South America.

Now, we planned to go island-hopping in the Caribbean before jumping over to Central America and moving north from there.

For the moment, we found ourselves in a locally-popular Puerto Rican diner.

I placed a map of San Juan on the dingy table, and pointed to an abandoned bus station I'd seen on the way.

"We could set up a base here for the time being, and patrol the nearby districts starting tonight. I suppose we could save a lot of time looking for the magical girls in this town by waiting for a witch to show up. I mean, there's bound to be a lot of competition for territory and Grief Seeds in such a small country. I'll bet a bunch of them show up each time a witch does, and-"

"Lower your voice. We're being watched."

I hadn't realized I'd been speaking Spanish until she replied in Japanese while sipping a glass of water.

I wondered what was up with the ventriloquist act, but then I saw the girl in my peripheral vision.

Sitting in a booth a few yards away was a girl who looked a few years younger than we were when we first contracted.

The way she blatantly stared at us was actually a bit unsettling.

Her dead-straight, dark brown hair was cut just above her shoulders, and hung limply in her face, her expression something between shock and awe.

"So what should we do?" I asked, following her lead and using Japanese, just to be safe.

Even if she was trying to eavesdrop I didn't really see a problem. But if Homura did, I'd play along.

"Nothing," she replied, finishing her water. "You were saying?"

Now, I was seriously confused, and it probably showed on my face.

_Why make a big deal about being watched if she doesn't even care?_

"Well, we could also try to-" I pretended to continue mapping out my projected plan of action during our stay in this town, but my eyes kept wandering back to that girl.

_Why would Homura switch back to Spanish if she's concerned about being overheard?_

For the first time in years, Homura was actively engaged in a conversation with me. Honestly, when I drew these plans and presented them for her approval, it was just to keep up appearances.

She usually never had anything to say about them, positive or negative.

Now, she was giving suggestions, writing notes and drawing little diagrams on the map. I couldn't figure out what changed.

I stared into her eyes and realized that nothing had. She still didn't care about my plan, but she must've had a reason for doing this.

I tore my gaze away from Homura and stole another glance at the strange girl.

She noticed me this time. Her eyes widened in terror, and in a matter of seconds she'd collected her belongings and dashed for the exit.

Not before I'd noticed the small silver ring swaying on the chain around her neck, however.

"Looks like we found one." I watched the door slam closed behind her, and glanced back at Homura. Standing, she placed some money on the table and began collecting our things.

"But why did she seem so afraid of us? Does she know who we are?"

"We shall see."

* * *

I noticed the Potential Witch the moment we entered the diner.

The flash of recognition in her eyes and absolute terror in her expression were unmistakable. I only spared her a glance as we passed so as not to arouse even more suspicion.

I could feel her eyes shift from me, to Madoka's oblivious face, and finally land on the map on our table.

_So, she knows who we are what I've come here to do. Or is she just afraid simply because we're Puella Magi?_

Madoka started speaking, but I was too busy making plans of my own to pay her much attention.

_She must have heard stories about us from someone else. Meaning, she knows other Potentials and can lead us to them._

Very faintly, I heard buttons clicking rapidly... She must have been sending a message to an ally, perhaps even arranging a rendezvous for when she left.

I alerted Madoka to her presence, but pretended to shrug the whole thing off as unimportant so that she'd act naturally and continue feeding the girl information.

Once we left the diner, I stopped time and caught up to her.

She had been running frantically, cell phone in hand, and was dressed in her Puella Magi outfit. The extremely distressed look on her face spoke volumes.

She recognized me. There was no doubt about it now.

I returned to Madoka's side, telling her that we were going to head west and run on rooftops parallel to the street she was taking. That way, we would make it to her destination around the same time she did.

"Shouldn't we try to be stealthy if we're only going to watch them?"

"That won't be necessary."

She didn't question me further, so I didn't elaborate.

* * *

"And you _still_ came _here_? _¿Estás loca?_" The tallest of the group, obviously the leader, pinched the bridge of her nose as she contemplated how to effectively remedy the situation.

_Ria_

"Were you followed? Ay dios mio..." The level-headed one. She walked over to the leader to discuss a solution to their problem.

_Gabriella_

"Are you kidding? What the fuck is _wrong_ with you?" The hot-headed one. She grabbed the poor girl by the collar and lifted her off the ground.

_Daniela_

"No! They were still there when I left, I swear! I just figured that-" The naive one. She was much too trusting, assuming we wouldn't follow her and her friends would understand.

_Camila_

"We need to leave, like yesterday." The actions-speak-louder type. She was already getting ready to go.

_Alex_

Sometimes I wondered why our names were engraved on our rings in runic symbols... It certainly made _my_ life easier, since I preferred to keep the grief seeds I collected organized inside of my shield.

It would definitely have been a hassle if I had to politely ask each girl I killed for her name.

* * *

**A/N**

Look for this in the M-rated section for future chapters.

This was only so short because the last was so long... Its mostly just to foreshadow, foreshadow, foreshadow! I intend to have the rest in the 4000 - 5000 word range, for manageability.

At first, when it was suggested that I extend this fic past its one-shot status, I shrugged it off as something I was way too busy (lazy) to ever do. Now, ideas are hitting me out of nowhere, demanding to be written out.

Although I'm probably (definitely) not going to take it as far out as the suggestion suggested, I will have this story chronicle Homura and Madoka's struggle to save Humanity in their own ways. As you know, both girls have irreconcilable ideas on how to accomplish this. Don't start hating my Homura just yet! She's meant to be the _antagonist_, not the "bad guy."

Hopefully, you'll find it within you to forgive her for the things she does in the next chapter. I did say that Madoka saw _piles_ of dead Magical Girls in her shield... ;D

I'll warn you now: As dark as the preface was? You probably shouldn't hold your breath for a happy ending.

That would take some _serious_ Deus ex Machina-ing... *shrug*

Stay tuned!


	3. Chapter 2

**Chapter 2**

* * *

It didn't take very long for us to catch up to the girl from the diner. I was lost in my own thoughts as we jumped across rooftops made of rusty tin.

_She must be relatively new to the whole "magical girl" business, be__cause she isn't too terribly observant_.

The slums in this city were painfully reminiscent of the Brazilian favelas we encountered several months ago. It was raining heavily enough for us to lose our footing here and there, but at least the occasional crash of thunder helped mask the splashing of our footsteps, just like it had there the day we left.

A small sigh escaped my lips. Even in a country so big, I couldn't find a single person who would let me help.

We were holding back to make sure that she wouldn't accidentally catch sight of either of us, but even from that distance I could tell that she wouldn't have noticed that she was being followed if we had been right on top of her.

Although we were running at a fairly easy pace, she seemed to be dashing down the empty, flooded street as if her life depended on it.

_Why is she so frightened? The other Puella Magi here must be absolutely ruthless. _

Finally, after ten or so minutes of corner-cutting and short-cut-taking, she basically dove for the front door of what seemed to be the remains of your everyday dilapidated warehouse.

The instant that 'Diner-girl' (as I nicknamed her) opened the door wide enough to step through, Homura stopped time and slipped both of us past her into the building.

She scanned the room for a place where we could observe the situation while remaining somewhat concealed, and we ended up crouching behind some heavy machinery in one corner.

I started pointing out the room's other occupants to her to confirm that I'd spotted them all before she restarted time.

Naturally, there were two that I never saw (one in an embarrassingly obvious spot, leaning on a railing on the second floor).

"From the looks of things, they've dominated this territory for quite some time, most likely by killing off the local competition. We should wait for them to leave and then-"

"But, they're all in one place right now, and finding them individually would take forever if they already know we're looking for them."

Homura didn't reply.

The girl burst into the room and collapsed from exhaustion. Which would have been understandable, had she not been a Magical Girl...

"Hey! Stop being so melodramatic!" The Girl-on-the-Railing called down as two others went to check on the now heavily-panting girl.

"I'm not being dramatic," she said between gasping breaths. Her companions helped her stand. "I actually _ran_ all the way here!" I couldn't help but notice how one of them got her a glass of water and a towel somewhere during all the commotion.

"What was so urgent?"

The owner of that voice seemed to want to get down to business. I shook my head, smiling.

Maybe her and Homura could get along someday.

"Um... Well... You might not believe me."

* * *

It wasn't my intention, but in attempting to analyze these Potentials and pinpoint which would prove to be the most bothersome, I began feeling strangely nostalgic.

I shook the feeling off as nothing more than another side-effect of my mental decay.

After judging that none of them would pose any viable threat to us, I stood, earning a gasp and high-pitched whisper from Madoka.

"_Homura! What-_"

"Relax," I replied, my voice at a normal volume. "You wanted them all in one place, correct? They are preparing to leave, so we should try and reason with them now."

For the first time in ages, I could feel a smile tugging at the corners of my lips.

Here Madoka thought I was finally seeing things differently, but I was still having my way.

Even if disposing of them would be more difficult while they were together as a team, there was no way I could do anything with Madoka here anyway.

I would just have to make a move later. I was in no hurry, after all.

I held out a hand to help her up, and she stared at it as if it was some hideous, unnatural creature; I was actually a bit offended.

Slowly, her expression shifted from stark bewilderment to disbelief.

_Hm. When was the last time I did such a thing?_

Most of them didn't notice right away, but I could feel her stiffen with trepidation as we walked into the open together and silence cut into the dry, stale air of the warehouse.

"Relax," I said once again, brushing my thumb gently across the back of hers. Such a gesture would be reassuring. "It'll be fine."

The simple action had the desired effect, and I felt the tension in her muscles dissipating.

Even so, I plainly saw the surprise in her eyes, as well as traces of fear and uncertainty.

My grip tightened on her hand almost imperceptibly, and I could tell without looking that although she was no less suspicious, she was much less willing to question my behavior for the moment.

Somewhere deep inside, I was feeling a bit uneasy about being so outright manipulative with her. Furthermore, there was always the possibility that it could backfire.

It was more of a formless apprehension than anything else, however.

Easy enough to brush off.

* * *

Since Walpurgisnacht, never _once_ had I seen a flash of_ anything_ in Homura's eyes.

There in the warehouse, they glinted with something beyond my comprehension as she held out her hand.

Some kind of cross between mischief and malice.

It was strange, how dramatically she'd changed since that day, especially considering how she'd been in the weeks leading up to the battle.

When we had all been working as a team, Homura had definitely been... different.

Friendly. Gentle. Considerate. Charming, even.

She was just... warmer in general back then.

I decided not to question her about it when I first noticed the changes, assuming that she'd just been hardened by the loss of our friends.

That was wrong, though. It hurt me too, and my personality didn't take such drastic turns...

I suppose it could be argued that different people deal with different things in different ways, but ultimately it was hard to see how Homura could take something like that harder than I did...

Further complicating our relationship, she came to me and confessed her feelings just days before the battle.

That was only about a weeks after Sayaka died... Of course I'd be too overwhelmed to respond properly at first.

She... smiled, and told me that she had waited this long, and would be fine waiting for as long as I needed her to, and that she'd always be there for me regardless of what my answer was.

Later, I was deeply relieved that we survived Walpurgisnacht, but I couldn't think about anything other than Kyouko and Mami for the longest time...

The memory of their deaths haunted me, and I couldn't take a single breath without wondering if one of them should be taking it instead.

I couldn't give Homura an answer until months after she'd asked.

_And by then, she was already..._

I bit my lip, as if doing so would rid me of those thoughts.

It didn't help much though, and I couldn't stop my head from spinning as I reached up to take her hand.

Chills shot through my body the instant her freezing skin came in contact with mine, making me all the more aware of how long it had really been since she touched me.

I looked up at her again, searching her face for the answer to an indistinct question that floated around in the back of my mind.

Her expression was as impassive as always, but...

I knew her. Something was definitely different.

I was just noticing it too late.

To my dismay, holding her hand was nothing like how I fantasized it'd be; she didn't look at me with any particular interest, or show any kind of reaction at all.

I don't know what I'd been expecting, but it was probably too much.

I couldn't help but hang on to her as tightly as I could, as if she'd never touch me again.

It was likely enough, after all.

I shook my head, annoyed at myself for starting this train of thought without having a way to stop it.

Homura wouldn't have done that; she always had a plan and a few backups to spare.

More than anything, I wanted to believe that things weren't hopeless between us.

I'd already accepted that our relationship would remain flat forever, and really, I was almost okay with that.

As we walked to the center of the warehouse, I snuck another glance at her and tried to remind myself of what was more important than all my doubts and unfair complaints about her.

No matter how frigid her exterior became, this was still the Homura that had sacrificed so much for me, so long ago.

She would always be that Homura, so she would always be the other half of my soul.

As soon as we stepped out from behind the tractor, my knees nearly buckled beneath me. I honestly didn't know how much more of this "utter rejection" thing I could take.

The terrified looks these girls were giving us weren't doing much to help my confidence...

Eventually, I decided to take the initiative and break the silence myself.

"Hi! How are you today?"

I managed what probably looked like the fakest smile in Magical Girl History.

I was trying my best to project my voice and sound as cheerful as possible, despite how dejected I was really feeling about the whole thing.

"I'm Madoka Kaname, and I'd like to talk to you about-"

Maybe this never worked because I sounded too much like a TV salesman, or Jehovah's Witness or something...

I wasn't even half-way through my typical introduction sequence when one of them threw something deadly at me, with another one shouting for them to retreat.

At least this was something new.

"HEY! Wait!"

Reluctantly separating from Homura, I jumped up and away from whoever had thrown that... spear/javelin thing... and clumsily landed on the railing she'd pointed out to me before.

I was thinking about the differences between spears, harpoons, javelins, and lances, trying to determine what that girl's weapon really was.

Somehow, I'd managed to completely forget about the Magical girl who was_ right there_.

She must've thought I was going to attack. Her response was immediate, and not two seconds after I landed she was throwing punches at blinding speeds, which I dodged rather awkwardly.

_I'm a Puella Magi, not a tight-rope walker._

Even so, it was pretty embarrassing that I was having such a hard time keeping my balance on the slippery surface while my opponent seemed totally at ease.

"I don't want to fight you!"

Before I could figure out a way to put more distance between myself and the nice girl on the rail, two of her friends decided to back her up.

I found myself wishing they'd left like their friend suggested, and it was getting harder and harder for me to supress the urge to give up and go home.

_Tatsuya must be going into Middle School soon..._

By the time the three had begun coordinating their attacks so that they could hit me without being in danger themselves, I'd decided to try talking again.

As soon as I found an opening to speak, the 'Javelin'-throwing girl opened her mouth and cut me off.

_It must be a javelin. People throw those, and she's throwing her thing. People throw spears too, but they usually come rushing at you with them first, and she isn't doing that... Yeah. But what if it's actually a Lance, and I'm calling her Javelin-girl? Well, I guess I read that people rode horses and stuff when they used lances, while Harpoons are used for whales and stuff like that..._

"Hey! She isn't such a big deal!"

That unexpected insult threw me back into focus, if only for a moment.

"HEY! I am totally a 'big deal!' I'm actually the strongest-"

Just then, the Punch-throwing girl delivered a bone-crushing hit to my jaw... I was more shocked than hurt, though.

I was still tenderly rubbing my cheek when the Dual-Wielding-Scimitar girl came out of nowhere and decided to make a few adjustments to my uniform.

Of course, I could've taken out my bow and Homura could've jumped in at any time... but, that might have actually made things _easier _for me.

_God forbid that ever happen..._

"Wait! I don't wanna fight!"

Trying to come up with meaningful things to say while ducking and twisting and flipping... and ducking... and rolling...

It just never got easier.

_This is too much exercise..._

"Please! I just wanna talk to you!"

I figured out early on that - persistent as she was - the Punching-girl wasn't nearly as tough as she looked. She was obviously right handed, and I could manage dodging most of her slow, predictable left-handers with no difficulty at all.

As fast as she was, her right-handed punches were ridiculously weak, and eventually I completely abandoned trying to dodge her so that I could concentrate on avoiding the other two and try to come up with something to say that could get through to all of them.

"Just listen for a sec! There's things you need to know about-"

Huge mistake, in retrospect.

* * *

Watching Madoka fight the Potentials was like watching a group of grizzly bears bully a newborn puppy.

In her defense, it was painfully obvious that she was allowing them to pummel her; currently, she was using about five percent of her magical ability as I knew it, perhaps even less. If she wanted to, she could crush everyone in the room without breaking a sweat.

And of course, personally I'd had much more experience fighting multiple Potentials at once than she did.

I sighed and shook my head, slightly disappointed in her.

She'd probably determined that the one using brass Knuckles was doing the least amount of damage.

Madoka was most likely the only one in the room who couldn't tell that this was simply a ploy.

_Always the oblivious one._

I tore my eyes away from Madoka and her battle, and looked over to the only Potentials who were not currently engaged.

One of them, presumably the leader, who had previously been on the opposite side of the warehouse was now standing beside a window on the second floor, observing the scene. Much like I was.

I couldn't help but smirk. She was staring directly at me, and I hadn't seen or heard her move.

_Interesting. _

The one we followed from the diner was on her hands and knees on the floor a few feet from the entrance. She seemed to be weeping, although I couldn't confirm it from this distance.

Meanwhile, it seemed like Madoka finally learned her lesson.

I couldn't stop my body from tensing up when I heard her cry out in pain for the first time in years.

My eyes reflexively shot in the direction of her voice, and I willed myself to remain still as I watched her stumble backwards, clutching her chest. It was easy enough to deduce what happened.

"You let her punch you directly in the Soul Gem?" I called out, using her response to gauge her condition.

Madoka's eyes narrowed as she steadied herself. "Don't make it sound like I wanted her to hit me there."

The girl had stopped attacking; she seemed puzzled by something.

Interestingly, her left fist began pulsating with what looked to be electricity.

The others were less involved in the fight now, only occasionally interjecting in order to keep Madoka off-balance.

The distance fighter used her Javelin to put Madoka in exactly the wrong position, while the mid-range one put pressure on her from the rear, distracting her from the biggest danger.

This gave their teammate license to land direct hit after hit on her Soul Gem.

I was actually growing concerned.

The majority of Puella Magi carried weapons that were mid-to-long range... Furthermore, we rarely encountered Potentials in groups, so naturally she had no experience defending against attacks of this particular nature.

I heaved another impatient sigh, wondering what Madoka could possibly be thinking about that distracted her so.

_I told her to try learning Brazilian Jiu Jitsu while she still could..._

* * *

Homura was _definitely_ acting weird.

It was impossible for me to stay focused while she was looking at me like that.

For the third time, I met her gaze and held it.

This just didn't happen. She'd never looked at me like I was something...

Interesting.

I kept on forgetting what I was supposed to be doing because my mind wouldn't get off of her.

_Even if she's still the girl who gave up her soul to save me, this isn't the Homura who blushed and smiled when she confessed feelings that she'd been bottling up forever..._

"Um... So.. There are things you guys need to know about Magical Girls that you uh... might not... already..."

I jumped on top of a nearby farm tractor after the Javelin-girl nearly impaled one of my legs.

_She might not even have those feelings anymore. Same body, different person. Kind of..._

"Like, for example! Uhhh, the Universe is exploding or something like that... sorta..."

_I mean, I _do_ wonder what happened to the girl who kissed my cheek and told me I was the reason she breathed..._

"But, as Puella Magi, we're supposed to feed it energy so that it doesn't... uh, so it doesn't do the thing it's gonna do... which is why it hasn't... yet..."

I quickly ducked as the Scimitar-girl tried to behead me from behind for the nth time.

_But... She hasn't been that girl for a long time, and the time for mourning her has already passed._

"You remember the things that contracted us and granted our wishes, right? Well, they totally lied about what we had to pay in return, and..."

I felt like I was talking to myself.

They'd planned out reactions to my movements without speaking, somehow.

Homura was right, as usual; these girls had been working together for a while.

Right as I ducked beneath the blades I'd barely sensed in time, Punching-girl landed a solid, left-handed uppercut directed at Soul Gem. I winced, and tried not to grunt or say anything unladylike, but each time she hit me there hurt twice as much as the last.

And the first one hurt like hell to begin with.

I hoped it was only a coincidence that her left hand was glowing brighter now.

_What if... she's really changing back...?_

At this point, my nose was bleeding profusely and I was doing more "stumbling backwards" than anything else... I couldn't concentrate at all on dealing with these girls when my mind was reeling like this.

_It isn't unthinkable, is it?_

A well-placed (or poorly-dodged) javelin caught me in the shoulder. I hadn't noticed its barbed point until I tried to rip it out.

Javelins don't have barbs, but I was too absorbed in other thoughts to put it together. I'd have an epiphany later that night though. "_*gasp* All this time, and it was actually a Harpoon!_"

I couldn't afford to numb any part of my body at this point, so I opted to leave it as it was (sticking out of my shoulder) for the moment.

Now that Javelin-girl felt tons more confident, she was throwing them like they were going out of style.

I broke out into a flat-run, and basically traveled the entire width of the warehouse. Suddenly, I somersaulted backwards and shot to the entrance.

"Hey! Look out!"

A stray spear was rocketing towards Diner-girl who - oblivious as ever - was obviously not making a move to save herself.

The Punching-girl - who apparently was the only one with sense enough to shout a warning - was already making her way over, but she was too far away, and I was much faster.

I ignored the shouts of alarm and distress coming from behind me and decided to move the girl instead of the Javelin (since I wasn't feeling very eager to touch another one).

It pierced one of the walls adjacent to the entrance harmlessly.

I gritted my teeth and braced myself, expecting that Diner-girl would start flailing wildly, maybe even pull on my Javelin just to be mean.

She never did, looking up at me instead with tears of gratitude in her eyes.

_Awwww!_

With the girl still in my arms, I successfully dodged two Javelins and only ended up with one scimitar lodged in the back.

I tried to smile at Diner-girl, and suggested that she be more aware of her surroundings before I gently put her down and turned to face her friends again.

"Don't stare her down like _she's_ the one who threw the thing."

The owner of the voice was now viewing the scene safely from above. Typical of those leader-types. I guess I was too occupied with her team, and never saw her move.

Her sudden interruption threw the room into a motionless silence.

Taking advantage of the cease-fire, I tried to pull the scimitar out of my back only to find that its edge was actually serrated.

_Just my luck._

"So, are you guys going to hear me out now?" I asked out of desperation. I could barely keep pain and pleading from leaking from my heart and into my voice.

For just a moment, she looked down at me with an unreadable expression (which I correctly interpreted as contempt) before turning her back and looking out the window.

"No thanks. We were just leaving."

And leave they did.

Understandably, Diner-girl was the last to go, and the only one to shoot me a final glance that wasn't mocking...

"Homura... Will these weapons just disappear on their own?"

"Yes. Eventually."

She was staring up at the window that the other Magical Girls had just disappeared through.

Her act was so convincing, I almost felt bad for wondering if it was ever real...

The evidence against that being true was overwhelming though, as much as I wanted to believe it.

There was only one way I'd find out for sure, of course...

Maybe things would actually get better when all of this was finally over.

* * *

The plan was going smoothly enough.

Well. _My_ plan was; Madoka's was failing miserably, as her plans often do.

"Don't worry... I can track them down in no time at all."

I shut the blinds, steeling myself against a compulsion to cough and hack after pillars of dust emerged from them; this particular motel room overlooked nothing of interest, and I hardly wanted anyone to detect our presence here.

"... What...?"

We'd decided to hunker down for the night. The rain showed no signs of letting up, and it was doubtful that we could find much of anything traceable.

I clenched my teeth and tried to maintain a calm appearance. I knew without looking that Madoka was gingerly rubbing the spot on her shoulder where she'd been stabbed, and I was _eagerly_ awaiting a chance to repay those who had hurt her today...

It was common for Puella Magi to experience "phantom pain" while recovering from recent battle wounds, but hers had been far more serious than they really had to be.

"So, you_ don't_ want to try talking to them again?"

"Well, of course I do, but-

"Then I'll help, too. Unless you'd prefer that I didn't...?"

I scrunched my eyebrows together, feigning a concerned look, and confusion fell like a blanket over her face.

"Homura..."

I climbed into bed with her and shut off the lone lamp in the room.

"In a few hours we'll scour the area for places they could be hiding out. For now, just get some sleep."

Rather than respond, Madoka wound her arms around me and rested her cheek on my chest like always.

Instinctively, I knew it was some kind of test, although I wasn't sure what she wanted me to do.

She probably didn't know herself.

On impulse, I slowly slid a hand beneath the thin fabric of her shirt, gently gliding my fingers across her back.

She sighed softly at first, but a sharp gasp tore from her lips when I brushed against the place she'd been stabbed.

"Sorry..." I mumbled under my breath, barely managing to keep rage from bleeding into my voice.

"Not your fault..." She replied with a sincere but slightly-pained smile. "Just a little sensitive."

"Madoka..." My tone was probably a bit more stern than it really needed to be, although I continued rubbing her back.

"Why did you let your guard down so much...? What were you so distracted by?"

She turned hear head so that she could look up at me, but didn't say anything.

"Are you... alright?" She seemed... disappointed by something, although I couldn't figure out why she would be.

"Yeah..." She sighed again, and shifted so that she was laying on top of me, staring down into my eyes.

"But I don't know if you are."

"I'm fine." I responded, a little too quickly to be very convincing.

"Really?"

"Yeah, I just..."

The way she was looking at me made me feel... vulnerable... like she was seeing straight into my soul.

Not knowing what else to do but not wanting to seem hesitant, I smiled and guided her lips to mine.

"I... I haven't been a very good guardian, have I?"

It was a quick, innocent kiss. I should've known better than to be so bold without being... forward.

"No... But you've always been a great liar, right?"

I held my breath until my heart stopped beating so fast.

Where was this coming from all of a sudden?

Not that what I was doing was particularly genuine, but what right did she have to question me about something like this?

"Madoka..." I trailed off, hoping my worried, apologetic tone would carry something she wanted to hear.

She laughed bitterly, her face still inches from mine.

"See? You've already told another lie. That face quite doesn't suit you, Homura-chan."

"... What? Madoka, you-"

She sat up, and gave me a look she'd learned from her mother that she'd sworn to never use on anyone.

It... actually hurt.

The intense, clenching pain in my chest was promptly banished, locked away somewhere I could ignore it.

Standing now, she looked down at me and spoke with a clear, authoritative voice I hadn't thought her capable of.

"Homura, I... I'll give you one last try. It's your call, but please consider talking to me. Otherwise, you're just testing patience that I've already spent."

My jaw nearly dropped. Was it really Madoka speaking to me like that?

I closed my mouth and looked away, stubbornly refusing to meet her eyes.

The whole situation was turning my mind into mush, and it was only going from bad to worse with my attitude.

She turned her back to me completely, and walked out of our room without another word.

_This... can't' be right. Madoka never leaves._

I stood up and took a step forward, intending to follow her, but my legs refused to start moving again.

_She never leaves me... No matter what happens, or what I do, she never..._

I must've been standing there for a few hours before I could function properly again.

And even then, I could only sink to my knees and continue staring after her, at the door she left wide open.

"Don't..."

I whispered uselessly to the dark, vacant room, years of unshed tears forcing themselves out and searing down my cold, numb cheeks.

"... go..."

There was only one anesthetic for agony like this.

Only one that consistently worked for me...

I picked myself up, but didn't try putting the broken pieces back together.

Only she could do that... and where was she now?

* * *

**A/N.**

I hope you enjoyed this chapter, and please leave a review (especially if you_ didn't_ like something).

Any and all criticism is greatly appreciated.

So yeah, I can't believe there are 5k words in this chapter, when there are THREE entire scenes that I've omitted from it.


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